EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
This Employment Agreement (this “Agreement”) is executed as of April 27, 2006, but shall not be effective until the closing of the merger between the Company and VEDO Merger Sub, Inc. (the “Effective Date”) by GOSOLUTIONS, INC., a Florida corporation (the “Company”), and FREDERICK A. BURRIS, an individual resident in the State of Florida (the “Executive”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
This Settlement and Release Agreement (the “Agreement”) is entered into this 28th day of April, 2006, by and between VillageEDOCS, a California corporation (“VEDO”), GoSolutions, Inc. (“GSI”) (VEDO and GSI collectively hereinafter referred to as the “VEDO Group”) and The Zant Group Trust (the “Trust”) and Louis J. Zant (“Zant”), an individual (the Trust and Zant collectively hereinafter referred to as the “Zant Entities”) with reference to the following:
AMENDMENT NO. 2 TO H. JAY HILL EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec
THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT, effective as of May 1, 2006 (the “Amendment”) amends the Executive Employment Agreement dated June 10, 2004 and amended by Amendment No. 1 dated April 28, 2005 (as so amended, the “Agreement”), by and between H. JAY HILL (Executive”) and VILLAGEEDOCS, a California corporation (“Company”).
SUNTRUST LOGO] April 26, 2006Covenant Waiver • May 5th, 2006 • Villageedocs Inc • Services-business services, nec
• A Covenant Waiver resulting from a violation of the following agreed upon Covenant outlined in the Master Loan Agreement dated September 17th, 2004:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into this 28th day of April, 2006 (the “Effective Date”), by and among VillageEDOCS, Inc., a California corporation (“VEDO”) and the Principal GoSolutions Stockholders (the “Principal Stockholders”) signatory hereto.
AMENDMENT NO. 2 TO K. MASON CONNER EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec
THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT, effective as of May 1, 2006 (the “Amendment”) amends the Executive Employment Agreement dated June 10, 2004 and amended by Amendment No. 1 dated April 28, 2005 (as so amended, the “Agreement”), by and between K. MASON CONNER (“Executive”) and VILLAGEEDOCS, a California corporation (“Company”).
ESCROW AGREEMENTEscrow Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
This ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of April, 2006, by and among VillageEDOCS, Inc., a California corporation (the “Buyer”), GoSolutions, Inc., a Florida corporation (“GoSolutions”), and GoSolutions Equity, LLC, a Florida limited liability company (the “Shareholder Representative”) and Shutts & Bowen, LLP, as escrow agent (“Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).
INDEMNITY/CONTRIBUTION AGREEMENTIndemnification & Liability • May 5th, 2006 • Villageedocs Inc • Services-business services, nec
THIS INDEMNITY/CONTRIBUTION AGREEMENT is effective April 30, 2006, by and between VILLAGEEDOCS (“VEDO”), GOSOLUTIONS EQUITY, LLC (the “LLC”), and the principals of the LLC identified on the signature page hereto (“Principals”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
This Employment Agreement (this “Agreement”) is made as of April 27, 2006 (the “Effective Date”) by GOSOLUTIONS, INC., a Florida corporation (the “Employer”), and Shaun Charles Pope, an individual resident in the State of Florida (the “Executive”).
MERGER VOTING AGREEMENTMerger Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
THIS MERGER VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 28th day of April, 2006, by and among GoSolutions, Inc., a Florida corporation (the “Company”), and GoSolutions Equity, LLC and other GoSolutions stockholders, who together own at least 50.21% of the issued and outstanding capital stock of GoSolutions (the “Principal GoSolutions Stockholders”). The Company and the Principal GoSolutions Stockholders are individually each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.” Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).
SECOND EXTENSION AGREEMENTSecond Extension Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
THIS SECOND EXTENSION AGREEMENT (the “Agreement”), is made as of this 28th day of April, 2006 (the “Effective Date”) by and among the Zant Group Trust (the “Zant Trust”), and GoSolutions, Inc., a Florida Corporation (“GSI”).
AMENDMENT NO. 2 TO MICHAEL RICHARD EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec
THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT, effective as of May 1, 2006 (the “Amendment”) amends the Executive Employment Agreement dated June 10, 2004 and amended by Amendment No. 1 dated April 28, 2005 (as so amended, the “Agreement”), by and between MICHAEL RICHARD (“Executive”) and VILLAGEEDOCS, a California corporation (“Company”).
PRINCIPAL VEDO STOCKHOLDERS VOTING AGREEMENTVoting Agreement • May 5th, 2006 • Villageedocs Inc • Services-business services, nec • Florida
THIS PRINCIPAL VEDO STOCKHOLDERS VOTING AGREEMENT (the “Agreement”) is made and entered into as of April 28, 2006, by and among Barron Partners, LP, a Delaware limited partnership, C. Alan Williams, an individual, and Joan P. Williams, an individual, who together own at least 61.6% of the issued and outstanding capital stock of VillageEDOCS, Inc. (the “Principal VEDO Stockholders”) and GoSolutions, Inc., a Florida corporation (“GoSolutions”). GoSolutions and the Principal VEDO Stockholders are individually each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” VEDO’s Board of Directors is referred to herein as the “Board.” Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).
